Viceroy Hotels Ltd Directors Report.

To

The Members Viceroy Hotels Limited

Your Directors are pleased to present to you the 54th Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31st March, 2019.

PERFORMANCE / FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2019 is summarized below:

(Rupees in Lakhs)

(Rupees in Lakhs)
PARTICULARS

STANDALONE

CONSOLIDATED

2018-19 2017-18 2018-19 2017-18
Income from Operations 8808.53 8382.65 12242.67 11810.39
Other Income 44.63 1707.37 308.85 1903.98
Total Revenue 8853.17 10009.02 12551.53 13714.37
Profit before Interest and Depreciation 701.13 2690.75 (52.77) 2630.98
Interest 72.71 2072.37 242.00 2272.16
Depreciation 917.74 832.92 1083.48 1039.07
Profit before Tax and Extraordinary Items (289.33) (214.54) (1378.25) (680.25)
Exceptional Items (703.69) (42659.65) 0 (42659.65)
Provision for Current Tax 0 0 0 0
Deferred Tax 255.94 988.68 197.47 996.41
Profit after Tax (1248.97) (43862.87) (1575.73) (44336.32)

APPOINTMENT OF RESOLUTION PROFESSIONAL

National Company Law Tribunal (NCLT) has initiated Corporate Insolvency Resolution Process (CIRP) in respect of Viceroy Hotels Limited ("the Company") under the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code") with effect from March 12, 2018.

In this connection, Mr. CMA Karuchola Koteswara Rao(IP Registration No. IBBI/IPA-003/IP-N00039/2017-18/10301) has been appointed as an Interim Resolution Professional (IRP) to carry out the activities relating to CIRP as per the rules, regulations and guidelines prescribed by the Code.

The Committee of Creditors (COC) in its first meeting held on 09/04/2018 appointed Mr. Karuchola Koteswara Rao (who was appointed as IRP pursuant to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (NCLT) dated 12th March, 2018) as RP of the company.

During this period, the NCLT has prescribed moratorium period for prohibiting all of the following namely:

I. the institution of suits or continuation of pending suits or proceedings against the corporate debtor including execution of any judgement, decree or order in any court of law, tribunal, arbitration panel or other authority.

II. transferring, encumbering, alienating, or disposing of by the corporate debtor any of its assets or any legal right or beneficial interest therein.

III. any action to foreclose recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the securitization and reconstruction of financial assets and enforcement of security interest act, 2002.

IV. the recovery of any property by owner or lessor where such property is occupied by or in the possession of the corporate debtor.

As per Section 17 of the Insolvency and Bankruptcy Code from the date of appointment of the interim Resolution Professional -

a) the management affairs of the company shall vest in the resolution professional.

b) the power of the board of directors company shall stand suspended and be exercised by the Resolution Professional.

c) the officers and managers of the company shall report to the resolution professional and provide access to such documents and records of the company as may be required by the interim resolution professional.

d) the financial institutions maintaining accounts of the company shall act on the instructions of the interim resolution professional in relating to such accounts furnish all information relating to the company available with them to the Resolution Professional.

During the financial year the Honorable National Company Law Tribunal, Hyderabad Bench (NCLT) has granted an extension of CIRP period as under.

Date Particulars No. of Days
12/03/2018 12/03/2018 to 07/09/2018 180
04/09/2018 08/09/2018 to 06/12/2018 90
06/12/2018 07/12/2018 to 20/01/2019 45
11/01/2019 21/01/2019 to 06/03/2019 45
08/03/2019 07/03/2019 to 26/03/2019 20
Total 380

As per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC)the Committee of Creditors of M/s Viceroy Hotels Limited has been approved by the resolution plan submitted by M/s CFM Asset Reconstruction Company Private Limited through e-voting process (19thMarch, 2019 - 4.00 p.m to 20th March, 2019- 4.00 p.m.) identified as a successful resolution applicant, subject to approval of the Honble NCLT, Hyderabad bench.

PERFORMANCE

Your Company achieved a gross turnover of Rs. 88,08,53,887 /- for the period ended March 31, 2019 as against Rs. 83,82,65,312 /- for the previous year ended March 31,2018. On an annualized basis, turnover for the current period ended March 31,2019increased by 5.08% percent as compared to the previous period.

DIVIDEND

In view of loss incurred by your Company, your directors regret and express their inability to recommend dividend for the period ended March 31,2019.

TRANSFER TO RESERVES

For the financial year ended 31st March, 2019, the Company has not transferred any amount to General Reserve Account. SUBSIDIARIES

The Company has 5 subsidiaries as on March 31,2019. There has been no material change in the nature of the business of the subsidiaries. The Consolidated Financial Statements prepared by the Company include the financial information of subsidiary companies, namely Cafe D Lake Private Limited, Crustum Products Private Limited, Viceroy Chennai Hotels & Resorts Private Limited, Minerva Hospitalities Private Limited and Banjara Hospitalities Private Limited.

Pursuant to Section 136(1) of the Companies Act, 2013, the Balance Sheet, Statement of Profit and Loss and other documents of the said subsidiary companies are required to be annexed to the accounts of the holding Company. The Companies Act, 2013 had granted general exemption for listed companies from complying with the provisions of section 136 of the Companies Act, 2013 subject to certain conditions being fulfilled by the Company. Accordingly, the Balance Sheet, Profit and loss account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. A statement containing the brief details of financials of subsidiary companies for the year ended March 31, 2019 is enclosed in the Annual Report. The annual accounts of the said subsidiary companies and relevant information shall be made available to the shareholders who seek such information and are also available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours. Copy of the said details will be provided upon receipt of written request from the shareholders

Cafe D Lake Private Limited:

The application filed by the Tourism Finance Corporation of India Ltd against the Cafe Dlake Private Limited under Sec. 7 of The Insolvency Bankruptcy Code 2016 for nonpayment of Loans and an Order has been received by the company from NCLT.

The Honble National Company Law Tribunal (NCLT) vide its order dated 18th March, 2019 had initiated Corporate Insolvency Resolution Process under the provisions of the Insolvency and Bankruptcy Code, 2016 (the Code) in respect of M/s. Cafe Dlake Private Limited, wholly owned subsidiary of the Company and has appointed Mr. M. Vijaya Bhaskara Rao (IP Registration no. IBBI/IPA-002/IP-N00160/2017- 18/10429) as Interim Resolution Professional (IRp) to carry out the functions as mentioned under the Code.

Further that Honble National Company Law Tribunal, Hyderabad vide its order dt. 29/04/2019 in respect of M/s. Cafe Dlake Private Limited appointed Mr. Mukesh Kumar Gupta (IBBI Registration No. IBBI/IPA-001/IP-P00207/2017-2018/10407) as Resolution Professional of the Company in the place of Mr. M. Vijaya Bhaskara Rao.

M/s Cafe DLake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs. 34.34 crores for the year ended 31st March, 2019 (un audited) as against Rs.36.24 Crores for previous year. However, there was a net Loss of Rs. 9.14Crores for the year ended 31st March, 2019 as against the loss of Rs. 4.17 Crores for the previous years.

Crustum Products Private Limited:

During the year under review there is no income from operations. The net loss for the year ended 31st March, 2019 is Rs. 1.15 Crores as against net loss of Rs. 0.56 Crores in the previous year.

Viceroy Chennai Hotels & Resorts Private Limited:

Viceroy Chennai Hotels & Resorts Private Limited has no operations commenced as on date.

Minerva Hospitalities Private Limited:

Minerva Hospitalities Private Limited has not commenced operations as on date.

Banjara Hospitalities Private Limited

Banjara Hospitalities Private Limited has not commenced operations as on date.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the Financial Year 2018-19, no company ceased to be subsidiary of the company and your company does not have any associates or joint ventures.

BOARD OF DIRECTORS

Consequent to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (NCLT) dated 12th March, 2018, the Company is currently under Corporate Insolvency Resolution Process (CIRP) as per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) and as per Section 17 of the Code, the powers of the Board of Directors of Viceroy Hotels Limited (Corporate Debtor) stands suspended and such powers shall be vested with Mr. Karuchola KoteswaraRao, Resolution Professional.

During the year under review, Mr. Katragadda Rajesh, Independent Director has resigned from the directorship of the Company with effect from 25/04/2018 owing to personal reasons.

Mr. P Chakradhar Reddy Resigned as director of the company w.e.f 17/04/2019 and the same has been accepted.

KEY MANAGERIAL PERSONNEL

There is no change in the Key managerial Personnel of the Company during the year under review.

However, Mrs. Sonam Jaiswal has resigned as the company secretary and the compliance officer of the company w.e.f 29.05.2019.

Mr. Sreedhar Sing has been appointed as compliance officer of the company w.e.f. 29/05/2019.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

MEETINGS OF THE BOARD OF DIRECTORS DURING THE FINANCIAL YEAR

During the year, five meetings of the Board of Directors (RP) were held as more peculiarly disclosed in the attached Report on Corporate Governance. The intervening gap between any two meetings was within the prescribed period.

The number and dates of meetings held by the Board and its Committees, attendance of Directors and details of remuneration paid to them is given separately in Corporate Governance Report in terms of Section 134(3)(b) of the Companies Act, 2013.

BOARD EVALUATION

As mandated under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the annual performance evaluation of the Directors individually vis-a-visthe Board and its committees have been carried out. The manner of such evaluation has been disclosed in the Corporate Governance Report.

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of VHL stands suspended and the same are being exercised by Mr. Karuchola Koteswara Rao. The management of the affairs of VHL has been vested with Mr. Karuchola Koteswara Rao.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation available to them,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2018- 19 and of the statement of profit of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year 2018-19 have been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2019 was Rs. 42,40,52,240. During the year under review the company has not issued any shares or any convertible instruments.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business during the year.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of VHL stands suspended and the same are being exercised by Mr. Karuchola Koteswara Rao. The management of the affairs of VHL has been vested with Mr. Karuchola Koteswara Rao.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company at the link: www.viceroyhotels.in

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments under section 186 of Companies Act.2013, have been disclosed in the financial statements.

FINANCIAL INFORMATION ABOUT SUBSIDIARIES AND ASSOCIATE COMPANIES

Pursuant to First Proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts Rules) 2014, a statement containing summary of financial information of Subsidiaries and Associate Companies is provided in "Form AOC- I" as Annexure-I to this report. As per the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

STATUTORY AUDITORS

M/s. P C N & Associates., Chartered Accountants, Firms Registration number: 016016S, were appointed as Statutory Auditors of the Company for a period of 5 Years from the Conclusion of 52 Annual General Meeting of the Company till the conclusion of 57 Annual General Meeting of the Company subject to ratification by members in every Annual General Meeting.

However, by the Companies (Amendment) Act, 2017, provisions pertaining to ratification of appointment of Statutory Auditor has been omitted with effect from 7th May, 2018. Hence, the agenda for ratification of appointment of M/s. P C N & Associates., Chartered Accountants, as Statutory Auditors has not been proposed in the Notice convening the Annual General Meeting.

M/s. P C N & Associates.,(Formerly Known as Chandra Babu Naidu & Co.) Chartered Accountants, Firms Registration number: 016016S, Hyderabadas the Statutory Auditors have been appointed as the Statutory Auditors of the Company for a period of 5 years at the 52nd Annual General Meeting of the company i.e., up to the conclusion of the 57thAnnual General Meeting of the company. The Ministry of Corporate Affairs vide its Notification dated 7thMay, 2018, has dispensed with the requirement of ratification of Auditors appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the Notice of the ensuing Annual General Meeting.

With reference to observations made in Auditors report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended March 31, 2019 have been subjected to an audit by the Statutory Auditors of the company and a qualified report has been issued by them thereon.

Qualifications of Auditor for the year 2018-2019

a. Capital Work In progress: The Company has converted capital work in progress into Fixed Assets during the F.Y 2017-18 of an amount of Rs.111.94 Crores. However the company has not submitted us any valuation certificate towards capitalization of fixed assets of Rs.111.94 crores, and the depreciation claimed by the company towards such capitalization of fixed assets for the F.Y 2017-18 is Rs. 358.34 Lakhs and for the F.Y 2018-19 Rs. 599.98 Lakhs As we could not obtain sufficient audit evidence in this regard and the capitalization is not in compliance with the generally accepted accounting principles we are unable to comment upon the true and fair view of the same.

The company has passed board resolution on 26-08-2017 for converting Capital work in progress of Rs. 111 .94 Crores to fixed assets. The depreciation claimed by the company on capitalization of fixed assets for the F.Y 2017-18 is Rs. 358.34 Lakhs and for the F.Y 2018-19 Rs. 599.98Lakhs.

b. Forfeiture of advance: The Company has forfeited an advance of amounting to Rs.134.65 Crores received from Mahal Hotel Private Limited, Bhagyanagar Investments and trading private limited and Ganga Industrial Corporation Limited in the F.Y 2013-14 and adjusted in slump sale proceeds as disclosed in the annual report of F.Y 2013-14. In the financial year 2017-18 again the company has recognised the forfeited advances in the books of accounts as liability which is not in line with the IND AS accounting policies, also the management of the company has not provided us any supporting document towards re recognition of such advances as liability in the books of accounts in the F.Y 2017-18. As per the Business transfer agreement (BTA) entered between Viceroy Hotels Limited and Mahal Hotels Limited dated 02nd April, 2011, the company M/s Viceroy Hotels Ltd received an advance of Rs.124.52 Crores (Included in above said advance Rs.,134.65 Crores). The date of termination of the agreement is 31.12.2011. In the event of termination, the company is liable to repay the advance along with the interest @2% per month till the date of repayment. However no interest has been paid or provided by the company in its Books of Accounts since the termination of the agreement, which is not in line with the accounting principles. Hence we are unable to comment upon the true and fair view of the same.

The company has forfeited an amount of Advance of Rs.134.65crores erroneously in the Financial year 2013-14 (Bhagyanagar Investment &Trading Private Limited- Rs.11.77 Crores, Ganga Industrial Corporation- Rs.0.65 Crores, Mahal Hotel Private Limited Rs.122.23 crores) and the same is taken back into the Books as Exceptional Itemin the F.Y 2017-18.

c. Directorate of Enforcement: The Directorate of Enforcement made a Provisional Attachment Order in PAO No. 04/2019 dated 26.03.2019 passed by the Deputy Director, Directorate of Enforcement against the M/s Viceroy Hotels Limited of OC No.1118/2019 pending adjudication before the Honourable Adjudicating Authority, PMLA, 2002, from alienating the proceeds of crime in the form of movable and immovable properties which are involved in money laundering and the non-attachment may seriously affect and frustrate the proceedings under PMLA, 2002. The resolution professional has challenged the provisional attachment order of Enforcement Directorate, Chennai, before the Honble NCLT, Hyderabad on 08-04-2019. NCLT has raised the attachment of Enforcement Directorate, Chennai. Further proceedings are subject to the respective authorities.

The company has received provisional attachmentof immovable and movable properties having avalue of Rs. 315.50 Crores from Directorate of Enforcement, Chennai on 26.03.2019.

The resolution professional has challenged the provisional attachment order of Enforcement Directorate, Chennai, before the Honble NCLT, Hyderabad on 08-04-2019. NCLT has raised the attachment of Enforcement Directorate, Chennai.

Further, as per the Honble NCLT, Hyderabad order dated 11.07.2019 declared that immovable and movable properties of Viceroy Hotels limited cant be attached by the Enforcement Directorate - Chennai when the company is under Corporate Insolvency Resolution Process ("CIRP").

d. NCLT: The Asset Reconstruction Company (India) Ltd (ARCIL) has filed plea under Sec.7 of The Insolvency and Bankruptcy code 2016 against M/s Viceroy Hotels Limited for non-payment of dues and the same has been accepted by the Honble NCLT. Further proceedings are subject to NCLT order. The Resolution Professional has invited Expression of Interest from the prospective bidders for submission of Resolution Plans for revival of the Company. In terms of provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) the resolution plan submitted by M/s CFM Asset Reconstruction Company Private Limited for M/s Viceroy Hotels Limited has been approved by the Committee of Creditors (COC) of the company in its 18th COC meeting and identified as a successful resolution applicant, subject to the approval of the Honble NCLT, Hyderabad bench.

As per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) the Committee of Creditors of M/s Viceroy Hotels Limited has been approved by the resolution plan submitted by M/s CFM Asset Reconstruction Company Private Limited in its 18th COC through e-voting process identified as a successful resolution applicant, subject to approval of the Honble NCLT, Hyderabad bench.

e. Loans from Banks or Financial Institutions: During the current Financial Year, the company has not provided interest on the loans obtained from various Banks and financial Institutions which is not in accordance with generally accepted accounting principles. Confirmations from Banks/Financial Institutions are not yet received in this regard, due to the non-provision of interest in the financial statements; the financial statements may not give a true and fair view in this regard.

As the loans turned as Non-Operating Assets, there is no correspondence from the banks and financial institutions regarding the interest provision, hence as a result the company could not provide for the interest expense during the year.

f. Statutory Dues: The Company has not paid the statutory dues for a period more than 6 months is as follows as per the Books and records verified by us as on 31-03-2019.

Pa rticulars Amo u nt ( Rs . )
1 TDS 3,31,29,274/- (F.Y 2013/14 - Rs.1,65,37,076/-, F.Y 2014/15 - Rs.1,33,91,164/-, F.Y 2015/16 - Rs.17,47,280/-, F.Y 2016/17 - Rs.14,53,754/-)
Total 3,31,29,274/-

The Company is in the process of clearing outstanding statutory dues.

g. Non availability of confirmations Trade Receivables, Trade Payables - In the absence of alternative corroborative evidence, we unable to comment on the extent to which such balances are recoverable.

The company is in the process of obtaining the confirmation from them.

h. Exceptional items: The management decided to write off various assets, capital work in progress etc for an amount of Rs. 291.94 crores in the F.Y 2017-18 for which there is no provision has made for such amount up to F.Y 2016-17 .

The Company has passed board resolution on 14-02-2018 for Writing off various Assets, Liabilities, Incomes and Expenses.

i. In respect of investment in subsidiaries those have significant accumulated Losses as on March 31st 2019. And the Loans and advances given to those subsidiaries. The Management of the company is of the view that the 100 percent provision for made for Loss of such investments in the Profit & Loss account made during the F.y 2017-18 in the accompanying IND As financial statements. In the absence of fair valuation of those investments in the subsidiaries, we are unable to comment on the total provision made by the company in this regard.

The company believes investments in subsidiaries has been eroded fully have made provision.

j. Tax Disputes: the company has material tax disputes with the Income Tax department as given under as per the information submitted by the management in this regard. However the company has not made provision for such dues in the financial statements for the year ending 31-03-2019. As per the information submitted by the company to us the following are the cases pending at different levels.

Name of the Statue Nature of Dues Section under which order is passed Amount (Rs.) Period to which it relates Case is pending at
Income Tax Act, 1961 Income Tax 154 Rs.54,68,19,040/- AY 2014-15 Commissioner of Income Tax Appeals
Income Tax Act, 1961 Income Tax 143(3) Rs.8,30,89,950/- A.Y 2016-17 Commissioner of Income Tax (Appeals)

It is not possible to predict the outcome of the pending litigations with accuracy, the company believes, based on legal opinions received, that it has meritorious defenses to the claims. The management believes the pending actions will not require outflow of resources embodying economic benefits and will not have a material adverse effect upon the results of the operations, cash flows or financial condition of the company.

k. Going Concern The above conditions indicate the existence of material uncertainties which may cast significant doubt on the Companys abilities to continue as going concern. In the event that the going concern assumption of the company is inappropriate, adjustments will have to be made as not a going concern. However the financials has not been made with such adjustments for the F.Y 2018-19.

Management believes the status of going concern is not affected and is confident of maintaining the going concern status and is undergoing the process of IBC Code, 2016. The final status can be known on approval of resolution plan.

Further the Auditors Report for the financial year ended, 31st March, 2019 is appended herewith for your kind perusal and information.

INTERNAL AUDITORS

The Board (RP) has re-appointed M/s. Sriramamurthy & Co, Chartered Accountants, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on Quarterly basis. The remuneration of internal auditors as may be mutually agreed upon between the Board (RP) of the Company and Internal Auditors.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board (RP) has appointed Mr. A. N. Sarma, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st March, 2019 is given in Annexure ^/attached hereto and forms part of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The details of conservation of energy are given in Management Discussion & Analysis.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and expenses is set out in Notes 32 and 33 of the Notes to the Financial Statements.

PARTICULARS OF EMPLOYEES / HUMAN RESOURCES

The disclosure required to be furnished pursuant to Section 197 (12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VII to this Report. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required to be furnished pursuant to Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. However, as per the provisions of Section 136 (1) of the Act, the reports and accounts are being sent to all the Members of your Company. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholders interested in obtaining a copy of the same may write to the Company Secretary

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in annexure VII

EMPLOYEE RELATIONS

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees of the Company.

EXTRACT OFANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-Vin the prescribed Form MGT-9, which forms part of this report.

POLICY ON MATERIAL SUBSIDIARIES

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.viceroyhotels.in ).

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The details of Vigil Mechanism and Whistle Blower Policy are available under Corporate Governance Report which forms part of Directors Report.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-II in Form AOC-2 and the same forms part of this report.

POLICY ON RELATED PARTY TRANSACTIONS

Policy on dealing with related party transactions is available on the website of the Company (URL: www.viceroyhotels.in ). INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the code of Conduct and Code on Fair Disclosure and these code are available on the website of the company (URL: www.viceroyhotels.in ).

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

The application filed by the Asset Reconstruction Company (India) Ltd (ARCIL) against the company under Sec. 7 of The Insolvency Bankruptcy Code 2016, has been approved by the Honorable National Company Law Tribunal, Hyderabad Bench (NCLT) dated 12th March, 2018. The Committee of Creditors meeting was conducted and a Resolution Professional was appointed.

Consequent to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (NCLT) dated 12th March, 2018, the Company is currently under Corporate Insolvency Resolution Process (CIRP) as per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) and as per Section 17 of the Code, the powers of the Board of Directors of Viceroy Hotels Limited (Corporate Debtor) stands suspended and such powers shall be vested with Mr. Karuchola Koteswara Rao, Resolution Professional.

Further there are no significant material orders passed by the Regulators which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis as required under Schedule V of the Listing Regulations forms an integral part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as section 135 and rules made there under are not applicable to the company.

CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses

(b) to (i) of sub regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

HUMAN RESOURCES

Your Company considers its Human Resource as the major strength to achieve its objectives. Keeping this in view, your Company takes all the care to attract, train and retain well qualified and deserving employees. The employees are sufficiently empowered and enabled to work in an environment that inspires them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind fulfilling the Companys vision. Your Company appreciates the contribution of its dedicated employees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an An-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of complaints received: Nil No. of complaints disposed of: Nil ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the customers, members, dealers, employees, bankers, State and Central Government, Stock Exchanges and all stakeholders for their cooperation and confidence reposed in the Company.

Place: Hyderabad

FOR VICEROY HOTELS LIMITED

Date: 13th day of August, 2019 Sd/- Sd/- Sd/-
P. Prabhakar Reddy CMA K.K.Rao M.Sreedhar Singh
Former CMD Resolution Professional CEO
Sd/- Sd/-
Devraj Govind Raj J.Daswanth Kumar
Former Director CFO